HPL Electric & Power Ltd Directors Report

Overview of Economic Context

The Indian economy remained resilient in FY 2023-24, continuing to be one of the fastest-growing economies globally. Indias real GDP growth rate was 7.2%, supported by strong domestic consumption despite the challenging global economic environment.

Performance Highlights

HPL Electric & Power Ltd. delivered a solid financial performance in FY 2023-24, driven by strong growth in the

Metering, Systems & Services segment and improvements in the Return on Capital Employed (ROCE). The company achieved a revenue increase of 15.74%, reaching T1,460.86 crore, up from T1,262.21 crore in FY 2022-23. EBITDA also showed a substantial rise of 22.49%, amounting to T192.15 crore, compared to T156.87 crore in the previous year.

The momentum from previous years was sustained, with the company recording its highest-ever quarterly revenue of T424.09 crore in Q4 FY24, reflecting a 17% year-on- year increase from Q4 FY23, driven primarily by robust performance in the Metering, Systems & Services segment.

1. Metering, Systems & Service Segment

The Metering, Systems & Service segment experienced significant growth, with revenue increasing by 27.25% to T852.58 crore in FY24, up from T670.03 crore in FY23. In Q4 FY24 alone, this segment saw a 33.49% increase in revenue, reaching T255.78 crore, compared to T191.61 crore in Q4 FY23. HPL is well-positioned to capitalize on the expanding opportunities in the smart meter market. The company anticipates continued strong demand in FY25, supported by a growing order book and strategic investments in capacity expansion and automation at its manufacturing facilities.

2. Consumer, Industrial & Service Segment

The Consumer, Industrial & Service segment generated revenue of T608.28 crore in FY24, marking a marginal growth of 2.72% over FY23. The segment experienced steady growth in switchgear and wires & cables, with switchgear revenue up by 27.43% year-on-year. However, the lighting product lines faced challenges due to industry-wide value erosion driven by technological changes, leading to a minor contraction in this segment during Q4 FY24. HPL remains focused on driving healthy growth in this segment through product innovation, brand-building initiatives, and expanding distribution reach.

Order Book and Future Outlook

As of May 9, 2024, HPLs order book stands strong at T2,000+ crore, providing solid revenue visibility for the upcoming year. The Metering, Systems & Services segment contributes 88% of the order book, with the Consumer, Industrial & Services segment accounting for 12%. The company is also strategically expanding its export footprint, leveraging its diverse product range and robust R&D capabilities to tap into new international markets.

Looking ahead, HPL is optimistic about the significant opportunities in the smart metering and consumer segments. With a diverse product portfolio, cutting-edge technology, and robust capacity, the company is well-equipped to harness these opportunities, ensuring sustained growth and value creation for its stakeholders.

3. Performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company

As on 31st March, 2024, the company is having only one subsidiary namely Himachal Energy Private Limited and two Joint Ventures (JVs) namely HPL Electric & Power Pvt. Ltd.

- Shriji Designs (JV) and HPL Electric & Power Pvt. Ltd. - Trimurthi Hitech Co. Pvt. Ltd. - Shriji Designs (JV). These JVs are established as Association of Person (AOP) and not registered under the Companies Act, 2013 and accordingly are not Associate Companies as per section 2(6) of the Companies Act, 2013.

Himachal Energy Private Limited is engaged in the manufacturing of energy saving meters and other related products. The Gross Revenue of the Company for the FY 2024 stood at T 8299.70 lakhs (P.Y. T 10742.09 lakhs). Profit after tax for the year stood at T 214.44 lakhs (P.Y. T 249.21 lakhs).

4. Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During the Financial Year ended 31st March, 2024, no company became or ceased to be a subsidiary of the Company or Joint Venture or Associate Company.

5. Consolidated Financial Statement

The statement (in prescribed Form AOC-1) as required under Section 129 of the Companies Act, 2013, in respect of the Subsidiaries and Associate companies of the Company is annexed as Annexure I and forms an integral part of this Report.

The consolidated financial statements of the Company & its subsidiary/ associate companies, as mentioned in Form AOC-1, for the year ended 31st March 2024, prepared in accordance with Accounting Standard (IND AS-110) "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Financial Statements.

The Financial Statements of the subsidiary company and the related detailed information (as per Section 129 of the Companies Act, 2013) will be made available to the shareholders of the Company and subsidiary company seeking such information. The financial statements of the subsidiary company will also be kept for inspection by any shareholder at Companys Corporate Office/ Registered Office and also that of the subsidiary. The Company has also uploaded the Financial Statements of subsidiary company on its website i.e. www.hplindia.com.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

There have been no material change and commitment affecting the financial position of the Company between the end of the financial year and date of this report.

7. Change in the nature of business, if any

There was no change in the nature of business of the Company during the financial year ended 31 st March, 2024.

8. Reserves

During the period under report, the company do not propose to transfer any amount to the General Reserve.

9. Dividend

The Board of Directors in its meeting held on 15th May, 2024 recommended a final dividend of T 1 per equity share of T 10 face value (10%) for the financial year ended 31st March, 2024, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on 23rd September, 2024 the record date fixed for this purpose.

10. Share Capital

As on March 31,2024, the Authorised Share Capital of your Company is T 70,00,00,000/- comprising of 7,00,00,000 equity shares of T 10/- each, and the paid-up equity share capital of the Company is T 64,30,04,860/- comprising 6,43,00,486 equity shares of T 10/- each fully paid-up.

11. Public deposits

During the period under report, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12. Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

During the financial year 2023-24, no changes took place in the composition of the Board of Directors of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Rishi Seth (DIN:00203469), Managing Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

Mr. Lalit Seth (DIN:00312007), was last appointed as the Chairman and Whole Time Director of the Company for a period of three years w.e.f. 21st January, 2022. The prevailing term of Mr. Lalit Seth as Chairman and Whole Time Director shall expire on 20th January, 2025.

Accordingly, the Board of Directors upon the recommendation of nomination and Remuneration, in its meeting held on 2nd September 2024 approved the reappointment of Mr. Lalit Seth as Chairman and Whole Time Director of the Company for a further period of three years w.e.f. 21st January 2025 to 20th January, 2028. The reappointment is subject to approval of the shareholders in the general meeting and the board recommends the same at the ensuing AGM.

Mr. Rishi Seth (DIN:00203469), was last appointed as the Managing Director of the Company for a period of three years w.e.f. 21st January, 2022. The prevailing term of Mr. Rishi Seth as Managing Director shall expire on 20th January, 2025.

Accordingly, the Board of Directors upon the recommendation of nomination and Remuneration, in its meeting held on 2nd September 2024 approved the re-appointment of Mr. Rishi Seth as Managing Director of the Company for a further period of three years w.e.f. 21st January 2025 to 20th January, 2028. The re-appointment is subject to approval of the shareholders in the general meeting and the board recommends the same at the ensuing AGM.

Mr. Gautam Seth (DIN:00203405), was last appointed as the Joint Managing Director of the Company for a period of three years w.e.f. 21st January, 2022. The prevailing term of Mr. Gautam Seth as Joint Managing Director shall expire on 20th January, 2025.

Accordingly, the Board of Directors upon the recommendation of nomination and Remuneration, in its meeting held on 2nd September 2024 approved the re-appointment of Mr. Gautam Seth as Joint Managing Director of the Company for a further period of three years w.e.f. 21st January 2025 to 20th January, 2028. The re-appointment is subject to approval of the shareholders in the general meeting and the board recommends the same at the ensuing AGM.

Brief details of the directors being recommended for appointment / re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards have been furnished in the Notice dated 2nd September 2024 convening the 32nd Annual General Meeting.

13. Declaration by Independent Director(s) and reappointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations 2015. There has been no change in circumstances affecting the status of Independence of Independent directors.

14. Number of meetings of the Board

During the year under report, 4 (Four) meetings of the Board were held, the details of which forms part of the Corporate Governance Report.

15. Formal Annual Evaluation of the Performance of the Board, its Committees and of Individual directors

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Amendment) Act, 2017 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Nomination and remuneration committee has laid down the manner for effective evaluation of performance of Board, its committees and individual directors and accordingly the Board of directors has carried out an annual evaluation of its own performance, board committees and individual directors.

While evaluating the performance of Board, the Board had considered the composition and structure of the Board in terms of size, experience, diversity, effectiveness of the board process, dissemination of information etc. The Board gives effective advice and assistance for achieving the companys mission and vision.

The performance of the committees was evaluated by the board taking into consideration the factors such as composition of the committee; effectiveness of committee meetings; independence of the committee from the Board and contribution in decision making by the Board etc. It was found that their performance and functioning was within the mandate of the Board besides meeting the expectations of the Board.

The performance evaluation of all the individual directors was carried out after taking into account their individual contribution to the board and committee meetings such as preparedness on the issues to be discussed, effective contribution in the discussion on the various agenda items, whether the independent directors fulfill the independence criteria as specified in the Companies Act, 2013 and SEBI Listing Regulations 2015 and their independence from the management. Therefore, the outcome of the performance evaluation for the period under report, was satisfactory and reflects how well the directors, board and committees are carrying their respective activities.

The independent directors in its separate meeting held on 14th February, 2024 without the attendance of non- independent directors and members of management, reviewed -

(a) the performance of non-independent directors and the Board as a whole;

(b) the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other employees of the Company

As per the provisions of Section 178 of the Companies Act, 2013, the Board of Directors approved a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management while making selection of the candidates. The above policy is available on the website of the Company at https://www.hplindia.com/photos/ investor-pdf/Nomination%20and%20Remun eration%20 Policv.pdf

17. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https:// www.hplindia.com/photos/investor-pdf/Draft-Annual- Return-2023-24.pdf

18. Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report which is a part of this Annual Report.

19. Vigil mechanism/Whistle Blower Policy

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations 2015, the Company has established a robust vigil Mechanism for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct. The Vigil Mechanism Policy provides that the company investigates in such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so. The policy also provides the mechanism for adequate safeguard against the victimization of Director(s)/employees who avail the mechanism and also provide for the direct access to the Chairman of the Audit Committee in exceptional cases. A vigil Mechanism policy is available on the website of the company at https://www. hplindia.com/photos/investor-pdf/Viail-Mechanism-Policv. pdf

20. Risk Management

Pursuant to Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee, the details of which are given in Corporate Governance Report. The Company has in place a robust risk management policy to anticipate, identify, measure, manage, mitigate, monitor and report the risk and uncertainties that may have an impact to achieve the business objective of the company. The Company recognizes these risks which need to be managed and mitigated to protect the interest of the stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. The Company believes that managing risks helps in maximizing returns.

An extensive program of internal audits and regular reviews by the Audit Committee is carried out to ensure compliance with the best practices.

21. Policy on Material Subsidiary

The Company has framed a Policy on Material Subsidiary under Regulations 16(c) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended form time to time, which is available on the website of the company at https://www.hplindia.com/photos/investor- pdf/Policv-for-Determina-Material-Subsidiarv.Pdf

22. Corporate Social Responsibility (CSR)

It is the responsibility of the corporations operating within society to contribute towards social and environmental development that will help in creating a positive impact on society at large.

The company discharges its CSR obligations either directly or through publicly registered Implementing Agencies towards supporting projects in the areas as specified in the schedule VII of the Companies Act, 2013 for Social welfare; Education and Health Care.

The Board of Directors approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at https://www.hplindia.com/photos/investor- pdf/CSR-Policv.pdf. A detailed report on Corporate Social Responsibility as per the provisions of Companies Act, 2013 is annexed as Annexure II.

23. Particulars of Contracts or Arrangements with related Parties as per Section 188 of the Companies Act, 2013

All the transactions entered into with related parties as defined under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended 31st March, 2024 were in the ordinary course of business and on arms length basis. As per the provisions of Section 177 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had obtained the necessary prior approvals of the Audit Committee for all the related party transactions. Further, there were no material related party transactions with promoters & promoters group, directors or Key Management Personnel during the year under report.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, they synchronize and synergise with the Companys operations. The Related Party Transactions are available at Note no. 41 of the Standalone Financial Statements.

The Company has framed a Policy on materiality of Related Party Transactions and on dealing with related party Transactions in accordance with SEBI Listing Regulations 2015 and Companies Act, 2013, as amended. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is available on the website of the company at https://www.hplindia.com/ photos/investor-pdf/Related-Partv-Transactions-Policv.pdf and the Details of Related Party Transactions are annexed as per Form AOC-2 in Annexure III.

A) Statutory Auditors

As per the provisions of Section 139(1) of the Companies Act, 2013, the Company had appointed M/s. Sakshi & Associates , Chartered Accountants (Regn. No. 025099N) as Statutory Auditors for a period of 5 (Five) years in the Annual General Meeting of the company held on 30th September 2022.

Statutory Auditors Report

The observations of the Statutory Auditors in its reports on the standalone and consolidated financials are self- explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under report, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

B) Cost Auditors

As per Section 148 of the Companies Act, 2013, the company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions of the Act, as amended from time to time, the company is required to maintain the cost records as specified by the Central Government and accordingly such accounts and records were made and maintained for the financial year ended 31st March, 2024.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. M.K Singhal & Co, Cost Accountants, (Firm Registration No. 00074) of the Company to conduct the audit of cost records of its certain products specified by the Central Government under the Companies Act 2013 and Rules made thereunder. M/s. M.K Singhal & Co, Cost

Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2024-25.

The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of the 32nd Annual General Meeting.

The company has received the Cost Audit Report of the company for the financial year ended 31 st March, 2023 and the same was filed in XBRL mode within due date.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made there under M/s. AVA Associates, Company Secretaries were re-appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2024.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 as submitted by Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure IV.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditors in their Secretarial Audit Report that may call for any explanation from the Directors.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2024 on compliance of all applicable SEBI Listing Regulations 2015 and circulars/ guidelines issued thereunder, was obtained from M/s AVA Associates, Secretarial Auditors, and submitted to both the stock exchanges. The Secretarial Compliance Report for the financial year ended 31st March, 2024 is available on the website of the Company at https://www.hplindia.com/ photos/investor-pdf/Secretarial-Compliance-Report-2024. pdf

25. Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013

The investment made by the company in the subsidiary company in the form of equity share capital is disclosed in the notes to the Audited Financial Statements forming part of this Annual Report. The company has not given any loans, guarantees or provided any security in connection

with a loan to any body corporate or person as per section 186 of the Companies Act, 2013 during the period under report.

26. Particulars of remuneration of Directors/ KMP/Employees

The information required to be disclosed in the Directors Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure V to this report.

27. Research and Development

Driven by the continuous thrust of innovation, HPL have been always committed to deliver next level of products, Solutions and quality to its customers. It has undertaken a lot of initiatives to accelerate the customer satisfaction curve in the upward direction. R&D Centers and Testing Laboratories have always been a prime chunk of investment to become as par with emerging technologies and customer expectations.

All the NABL accredited Testing Laboratories and R&D centers at HPL are dedicated to develop world-class products, meeting stringent Quality standards and delivering customer delight. Teams have been focused to meet the growing market challenges in the field of Switchgear, Lighting, Wiring Accessories and Metering etc with the early adoption of thriving technologies for our Products and processes.

Our R&D centers are recognized by DSIR (Department of Scientific and Industrial Research). Our Gurgaon R&D center is certified for CM Mi V2.0 Maturity Level 3 for design and development of state of art Smart meters, high end energy meters, Pre-paid energy meters, panel meters and centralized system for Street light management system. Our R&D-Jabli center is recognized by NABL for MOB, RCCB Products testing.

Our MOB & RCCB Products are tested as per I EC Standards. We have approval from Dekra -Netherlands for CB Certificate and KEMA which will be a global gateway for International Markets. Recently, the Kundli plant laboratory has been NABL accredited, which shows HPLs efforts in further strengthening its R&D work in the field of Switchgear & Lighting products.

Also, we are supporting policies of GOI by design & launch of cutting edge innovative solutions; DC MCB, Smart Prepaid meters to support smart meter rollout policy. HPL offers dedicated range of products like ACBs, Changeovers,

Isolators, MCCBs, Fuses, MCBs etc to support Renewable energy generation (e.g. Solar) policy, indigenous technology & product development for ‘Make in India drive. In line with the revamp & reformations going on in distribution sector, HPL also offers system based solutions best suited for distribution applications.

As a leading organization in Metering, Switchgears, Wiring Accessories segment, we have been participating at various forums like BIS, IEEMA in formation, update & revision of standards for metering & Switchgear products.

The R&D units have been continuously keeping shoulder to the wheel to improve the reliability and life cycle of products being manufactured at our ISO 9001:2015 certified plants. Being a responsible contributor towards Health, safety and environment, HPL offers a broad basket of product with "CE" Certification. Moreover, all the plants are RoHS complaint to meet the demands of the new era of business, globally.

All R&D units are determined to timely delivery of new products under development with the objective of Meet- Beat-Supersede the competition in the market. It works on a cohesive approach to narrow down the gaps in process from concept to customer. This is being achieved by detailed Electronic product design, 3D modeling, Software Simulations, production process centric prototyping and Prototype validation before commencing tool & complete product manufacturing. Thereby, increasing the efficiency of the organization by cutting down the iteration time and cost during development process.

HPL is continuously working on multiple smart engineering electrical products to meet the future market demands. LEDs being called the fourth generation light source, HPL is keeping itself abreast with innovative lighting products. HPL have been continuously inclined towards achieving the milestones for innovative lighting products, Surge Protection Device, ACCL, RCBO, Higher Rating MCB etc. Multidirectional steps are being taken towards adoption of emerging trends like Smart Switchgears, Smart meters, Industry-4.0 enabled manufacturing facilities, Eco friendly products and packing, Green and sustainable initiatives etc.

28. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure VI to this report.

29. Corporate Governance Report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from M/s. Sakshi & Associates, Statutory Auditors of the Company confirming compliance of conditions of corporate governance is also annexed to the Corporate Governance Report.

30. Business Responsibility and Sustainability Report

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the SEBI LODR is available as a separate section in the Annual Report.

31. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, all unpaid or unclaimed dividends for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The unclaimed dividends on equity shares paid in the year 2017 will be due for transfer to IEPF in the year 2024. Investors who have not yet claimed these dividends are requested to contact the Company or the RTA of the Company for any support required in this regard. Members are requested to complete requisite formalities for claiming their unpaid dividend(s), if any, to avoid transfer of such shares to IEPF.

32. Directors Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the

profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention, prohibition and redressal of complaints relating to sexual harassment at workplace which is applicable to the company as per the provisions of Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013. The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013.

During the year under report, the company has not received any complaint pertaining to sexual harassment.

34. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

35. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

36. Internal Financial Control Systems and their adequacy

The Company has adopted policies and procedures for effective internal controls system. This ensures that all transactions are authorized, recorded & timely preparation of reliable financial information, the safeguarding of its assets, the prevention and detection of frauds and errors. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

37. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under report, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also presented in a separate section forming part of this Annual Report.

38. CEO and CFO Certificate

CEO and CFO Certificate as prescribed under Schedule- II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

39. Disclosure of commission paid to Managing Director or Whole time directors

There is no commission paid or payable by the company to the managing director or the whole time directors.

40. Acknowledgement